Licensing Terms

For Single-User License

Last Modified: 30 December 2015

Dear Stockmoments Customer,

The following is a legal agreement between you or the employer or other entity on whose behalf you are entering into this agreement ("you”) and Stockmoments. Please read these Licensing Terms carefully before downloading any Stockmoments images and/or contents ("Contents”). By downloading any Content, you agree to and are bound by the terms and conditions described in these Licensing Terms, Stockmoments’ Terms of Use, Stockmoments’ Privacy Policy and all terms, policies and guidelines incorporated by reference. Failure in adhering to any of the terms and conditions hereof could result inthe immediate termination of your account.

These Licensing Terms may be amended when needed and will be posted on this page. A notification will be sent to you if and when changes are made to these Licensing Terms. Please make sure to review and understand all changes. If you do not agree to these Licensing Terms, as same may be amended from time to time, do not download or use any Content.

Part I: General Terms

1. All Contents on Stockmoments’ website are protected by Singapore and international copyright laws and treaties. Stockmoments and/or the various artists who provide Content to Stockmoments ("Contributors”) own all rights, including the copyrights in and to the Content. Stockmoments and/or its Contributors reserve all rights in and to the Content not expressly granted to you by the terms and conditions of these Licensing Terms. Your rights to use any of the Contents on Stockmoments are subject to these Licensing Terms and are conditioned upon your payment to Stockmoments for your use of the Contents. If you fail to make any payment to Stockmoments when due, or if any check is dishonoured or credit or debit card charge refused or charged back, your account will be deemed delinquent. If your account becomes delinquent, your rights to use any Content downloaded at any time shall automatically terminate unless all payments together with any interest thereon and Stockmoments’ costs of collection, bank charges and credit card processing fees are received by Stockmoments no later than fifteen (15) days from the date that your account became delinquent.

2. THIS IS A SINGLE-USER, SINGLE-SEAT LICENSE. ONLY ONE (1) NATURAL PERSON IS AUTHORISED TO LICENSE, DOWNLOAD AND USE THE CONTENT. Each person must have his/her own username and password. Login information is unique to each Stockmoments’ user and is not transferable.

Part II: Usage Rights

3. You are hereby granted by Stockmoments, a personal, non-exclusive, non-transferable, perpetual, worldwide right to use, modify and reproduce Content in the following ways, subject to the limitations set forth herein and in Part III hereof:

Incorporate Content on websites.

Use Content in coordination with opt-in email marketing, provided that Content is not associated with unsolicited email or linked to from unsolicited email, and that Content cannot be readily unincorporated.

Incorporate Content in software, including but not limited to video games, applications (including mobile applications), provided that Content cannot be readily unincorporated from the software;

Use Content in multimedia presentations and incorporated into film, video or advertising for broadcast, public performance or streaming;

Use Content in e-books provided that Content cannot be readily unincorporated from the e-book;

Incorporate Content in print or digital material, including advertising materials, posters and tradeshow signage, excluding outdoor advertising, for use in promoting the sale of other products or services;

Use Content in print media, including books, book covers, textbooks, magazines, newspapers, editorials and directories for editorial and/or advertising purposes;

Use Content in product packaging including product labels and CD and DVD cover art;

Incorporate Content on marketing collaterals, including letterheads, business cards, pamphlets, brochures and catalogues, provided that Content is not used as a logo or trademark;

Use Content for decorative purposes solely for your own personal and non-commercial use, not for resale, download or distribution, or any other commercial use;

Incorporated into a physical or digital merchandise for resale or distribution, including but not limited to, shirts, hats, mugs, cards and stationery items, provided that such merchandise (i) combines words and a Content(s); (ii) the Content is not the primary factor driving the sale of the merchandise.

4. All other rights in the Content are expressly reserved by Stockmoments for itself and its Contributors.

Part III: Restrictions

YOU MAY NOT:

5. Use a Content other than as specified in PART II.

6. Use or display any Content on websites or in connection with any services with the purpose to sell or induce sales of user-customized on-demand products of any kind using or incorporating Content(s), including, by way of example only, mugs, posters, postcards, tee-shirts, wallpapers, giclee prints, artworks and other items. "On-demand products” refers to products which are not produced until an order for the product has been received.

7. Use a Content in a manner that infringes upon any trademark or other intellectual property, or would result in a claim of deceptive advertising or unfair competition.

8. Use any Content (in part or in whole) as a trademark, service mark, logo, or other indication of origin, or as part thereof, or to otherwise endorse or imply the endorsement of any goods and/or services.

9. Use or incorporate any Content into pornographic, defamatory, or otherwise immoral or unlawful content.

10. Use any Content in a way that depicts any person therein in a bad light or in a way that reasonable person may find offensive - this includes, but is not limited to the use of Content: a) in pornography, "adult videos" or the like; b) in ads for tobacco products or other addictive substances; c) in ads or promotional materials for adult entertainment clubs or similar venues, or for escort, dating or similar services; d) in connection with political endorsements; e) in advertisements and/or promotional materials for pharmaceutical, healthcare, herbal or medical products (including, but not limited to dietary supplements, digestive aids, herbal supplements, personal hygiene or birth control products), if the use implies that the depicted person suffers from a physical or mental infirmity, ailment or condition or engages in any immoral or illegal activity; and f) in any manner that is defamatory, or contains unlawful or offensive content.

11. Use or display a Content in a manner that gives the false impression that the Content was created by you or a person other than the copyright holder of that Content.

12. Use any Content on any third party website that claims to acquire rights in the Content contrary to these Licensing Terms as a result of such use. Upon Stockmoments’ request, you shall immediately remove such Content from such website or platform.

13. Use any Content in a manner that competes with Stockmoments’ business. This includes, by way of illustration only and not by way of limitation, displaying Content in any format (including thumbnails) for download on a website, offering Content for sale, incorporating Content into templates of any nature, including templates for websites, social networking websites, documents, projects or otherwise making Content available for distribution and/or sale to third parties.

14. Make available or publicly display a Content: (a) as a standalone file in any digital format on the internet; or (b) as a primary feature of any digital or physical product or merchandise thereof which is offered for sale, trade or otherwise distributed in violation of the terms and conditions described in these Licensing Terms. Content must be incorporated into a design with text or other content, and the overlaid or embedded text or other content must constitute an area of at least 33% of the overall product area, page layout or display size of the Content.

15. Make Content available on shared disk drives, computer networks, servers, digital asset management systems or other intranets of any nature or otherwise for the purposes of sharing or transferring such Content.

16. Use any Content marked as "Editorial Use Only” for commercial purposes.

17. Use automated programs, applets, bots or the like to access the Stockmoments websites or any content thereon for any purpose, including, by way of example only, downloading Content, indexing, scraping or caching the content on the website.

Part IV: Miscellaneous

18. Stockmoments will be under no obligation to issue refunds of any kind at any time. However, if need be, the refund will only be made to the credit card originally used by you to purchase a product. If your payment was made by check, your refund will be made by check.

19. "Non-transferrable” as used herein means that except as specially provided in these Licensing Terms, you may not sell, rent, give, sublicense, load, or otherwise transfer to anyone, a Content or the right to use a Content. However, you may transfer Content to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Content subject to the terms and condition herein.

20. The work produced with the Content must be used for yourself, your direct employer, client, or customer, who must be the end user of your work. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Content. If you become aware of any unauthorised duplication of any Stockmoments Content(s), please Contact Us or notify us via
info@verztecmedia.com.

21. You agree to indemnify and hold Stockmoments, its officers, employees, shareholders, directors, managers, members, suppliers, and those of its affiliates including parent companies and subsidiaries, harmless against any liability or damages of any kind arising from the use of Content other than those uses expressly permitted by this Licensing Terms. You further agree to indemnify Stockmoments for all costs and expenses that Stockmoments incurs in the event that you breach any terms and conditions of this Licensing Terms or any other agreement with Stockmoments.

22. You Warrant and Represent that:

All information that has been provided to Stockmoments are accurate, complete and current at the time you provided such information to Stockmoments. You agree to update and correct such information to ensure its accuracy and completeness at all times. Falsification of such information, or failure to comply with this Licensing Terms may result in the termination of your account with Stockmoments.

You accept responsibility for all and any activities conducted through your account with Stockmoments. You agree to notify Stockmoments immediately if you become aware of any unauthorised use of your Stockmoments account, as well as of any security breach that may affect Stockmoments.

You will not engage in any behaviour which Stockmoments, in its discretion, deems vulgar or offensive. You will also not conduct any activity that is unethical or unlawful while using Stockmoments website or Content.

If Stockmoments terminates your account, you will not access Stockmoments in any manner or for any reason without the written permission of Stockmoments.

23. While Stockmoments makes commercially reasonable efforts to ensure the accuracy of the Content keywords and descriptions, as well as the integrity of Stockmoments' Editorial Content, Stockmoments makes no warranties and/or representations regarding such keywords, Content descriptions or Content designated "Editorial Use Only".

24. Any legal action or proceeding concerning the validity, interpretation and enforcement of these Licensing Terms, matters arising out of or related to these Licensing Terms or its making, performance or breach, or related matters shall be heard and decided exclusively before the courts of the Republic of Singapore, and all parties consent to the waiver of any objection to the propriety or convenience of such venues. The validity, interpretation and enforcement of these Licensing Terms, matters arising out of or related to these Licensing Terms or their making, performance or breach, and related matters shall be governed by the internal laws of the Republic of Singapore. You agree that service of process in any actions, controversies and disputes arising from or relating to these Licensing Terms may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the other party however, nothing herein shall affect the right to effect service of process in any other manner permitted by law.

25. These Licensing Terms shall be construed neither against nor in favour of any party, but rather in accordance with the fair meaning of the language hereof. The invalidity or unenforceability of any part of these Licensing Terms shall not affect the validity or enforceability of the balance hereof.

26. If you are entering into these Licensing Terms on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to Stockmoments for any breaches of the terms of these Licensing Terms.

You shall either (i) provide a link back to
www.stockmoments.com (where applicable); or (ii) provide credit to the Stockmoments Contributor and to Stockmoments in connection with the editorial use of any Content. Such credit shall be in the following form: "(Name_of_Contributor)/Stockmoments.com”.

You shall use reasonable commercial efforts to accord the Stockmoments Contributor and Stockmoments a credit as provided above in the event that a Content is used in connection with a television broadcast, documentary, film or other audio-video or multimedia project.

The unintentional omission of the aforesaid credit will not be a breach of the terms hereof provided that Customer cures such omission following email notice from Stockmoments.

28. In the event that you breach any of the terms of these Licensing Terms or any other agreements with Stockmoments, Stockmoments reserves the right to terminate your account immediately without further notice. Such termination is in addition to Stockmoments’ other rights at law and/or equity. Stockmoments shall be under no obligation to provide any refunds in the event that your account is terminated by reason of any such breach or breaches.

29. Stockmoments grants no rights and makes no representations or warranties with respect to the use of any names, trademarks, service mark, logotypes, copyrighted designs or works of art or architecture depicted in any Content. It is your responsibility to assure that all necessary rights, consents, or permissions that may be required for your use of any Contents are obtained.

30. Stockmoments does not warrant that the Content(s), Stockmoments websites, or other materials will meet you requirements or that use will be uninterrupted and error free. The entire risk as to the quality, performance and use of the Content(s) is solely with you.

31. In no event shall Stockmoments’ total aggregate liability to you, or to any third party claiming through you, arising out of or in connection with your use of or inability to use the Stockmoments website and/or Content(s) contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by Stockmoments from you for your use of the applicable Content(s). Neither Stockmoments nor any of its officers, employees managers, members, shareholders, directors suppliers or those of its affiliates including parent companies and subsidiaries, shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the Content(s), Stockmoments' breach of this Agreement, or otherwise, unless expressly provided for herein, even if Stockmoments has been advised of the possibility of such damages, costs or losses.